The FDIC announced that Citigroup will acquire the banking operations of Wachovia for $2.1 billion.

The terms are interesting in that, while over $300 billion in loans are to be assumed by Citigroup, the FDIC assumes any risk above $42 billion. In turn, the FDIC receives warrants and preferred stock to the tune of $12 billion.

Citigroup Inc. will acquire the bulk of Wachovia’s assets and liabilities, including five depository institutions and assume senior and subordinated debt of Wachovia Corp. Wachovia Corporation will continue to own AG Edwards and Evergreen. The FDIC has entered into a loss sharing arrangement on a pre-identified pool of loans. Under the agreement, Citigroup Inc. will absorb up to $42 billion of losses on a $312 billion pool of loans. The FDIC will absorb losses beyond that. Citigroup has granted the FDIC $12 billion in preferred stock and warrants to compensate the FDIC for bearing this risk.

Wachovia has halted trading, as equity will be wiped out by this deal, and markets are spiraling southward in global response to the Troubled Asset Relief Program.

With over $900 billion in deposits, Washington Mutual was the nations largest thrift, and is the largest bank failure in U.S. history. WaMu’s significant sub-prime exposure led to its downfall, as it had trouble raising the capital to meet customer withdrawals, according to regulators.

The bank, they said, will be open for business as usual on Friday. The acquisition by better-capitalized JP Morgan, is likely to prevent a run on the bank, but JP Morgan did announce that it will likely sell equity to raise working capital.

JP Morgan has become a leader in the financial merger during crisis time, acquiring Bear Stearns and now Washington Mutual.

Stocks had another tumultuous day, starting up, but the S&P 500, Nasdaq, and the Dow ended more than 1% down.

Concerns over the Treasury Secretary Paulson’s $700 billion bailout bill have mired the market over the past two days, and the uncertainty is going to continue until legislation is passed.

Paulson has requested a program that is “not punitive,” while Congressional leaders are likely going to make it difficult for banks to use the new facility, temporarily penned the Troubled Asset Relief Program (TARP). Paulson is an old Goldman chief executive, and it is unclear where his allegiance is.

One thing that is clear is that the language being used is the same language that was used when the Patriot Act was rushed through Congress. There is an “imminent threat” to the national economy. Legislators “must act now,” and there is “no time for hesitation.”

As a deliberative body, it is the job of Congress to find the best solution, and work through all possible outcomes. While they rarely do this job well, forcing through a bill on the danger of an immediate threat is no way to handle a banking crisis that is over one year old.

Fed Chairman Bernanke and Paulson smelled this one a mile away, when the first Bear Stearns CDOs were written off in July of 2007 â€” 14 months ago. That they have waited until the economy is at the precipice of danger is not the fault of ill-equipped representatives.

Smart money is maintaining liquidity and using any strength as an opportunity to sell potential liabilities. There will probably be an upward surge to Dow 12,000 when Congress passes a law, but it is not likely to last. Buying opportunities are likely in the coming nine months: Dow 9,500 will be back.

The Financial Service Authority in the UK banned the short selling of securities until January, when the policy is to be reviewed.

The Dow ended up 410 points after falling as low as 150 down during the day’s trading.

The upside momentum came as rumors began swirling after Senator Charles Schumer of New York proposed forming a new agency to deal with ailing financials. The murky details can be found at the Wall Street Journal.

It would appear that regulators are attempting to set up a holding cell for distressed securities, though they would likely place limits on who or what entities would be eligible for this black hole. It is also not clear how this toxic debt would be handled without negatively affecting either taxpayers or the currency, or, likely, both.

Looking at the actions of regulators over the past months, it is clear that they won’t bail everyone out: Lehman was proof of that. Conversely, the losses of the Reserve Primary Fund (and the subsequent $90 billion in redemptions that followed) caused by the Lehman bankruptcy may lead the to try to bail out everyone. But they will most likely play favorites based on how strong the financials are of the entities involved. JP Morgan Chase, for example, was clearly favored by the Fed during the Bear Stearns intervention. Bank of America, on the other hand, is currently digesting the assets of both Countrywide and Merrill Lynch, so may be at higher risk.

What is clear is that equity is not out of the woods yet, and the jump experienced today was premature. In every bailout scenario (Bear Stearns; Freddie Mac; Fannie Mae; Lehman Brothers and AIG) common shareholders were basically wiped out. Lehman stands as the exception in that it was allowed to file for bankruptcy, thus wiping out both equity and bond investors.

The other thing that’s clear is that the bilout will be at the expense of taxpayers and homeowners, not to benefit them.

According to reports from the New York Times Blog, Washington Mutual has hired Goldman Sachs to broker its sale to the highest bidder. Wells Fargo, JPMorgan Chase, and HSBC are among the suitors Goldman has been in discussions with, according to the report.

Stock in WaMu, the country’s largest thrift, has suffered a plunge of almost 95% over the past year due to falling value of mortgages, as it was among the market leaders in Option-ARM mortgages. The stock closed Tuesday at $2.01.

AAA-rated Reserve Primary Money Fund, managed by Reserve Management Corp. in New York, held over $780 million in Lehman Brothers debt, spearheading the fund’s two-day 60% plunge to a value of $23 billion.

The only other money market fund to break the buck was Community Bankers Mutual Fund in Denver, which failed due to derivatives in 1994.

Reserve Primary, which had assets valued at over $64 billion as recently as May 31, halted redemptions as of 3 p.m. Tuesday, September 16, 2008.

For more on Money Markets and “Breaking the Buck,” see the FDIC website:

It has been reported that federal regulators have agreed to take control of AIG, in exchange for an $85 billion two-year term loan. The loan will allow AIG to continue operations as assets are sold off in order to meet the obligations of the firm.

AIG, a Dow Jones Induatrial Average component since May of 2004, is the first component of the index to fail in many years. Currently against the ropes due to an estimated 28-to-1 leveraging, GE is the Dow’s oldest component, and may be the next to require capital assistance.

The Federal Reserve has posted its press release:

For release at 9:00 p.m. EDT
The Federal Reserve Board on Tuesday, with the full support of the Treasury Department, authorized the Federal Reserve Bank of New York to lend up to $85 billion to the American International Group (AIG) under section 13(3) of the Federal Reserve Act. The secured loan has terms and conditions designed to protect the interests of the U.S. government and taxpayers.

The Board determined that, in current circumstances, a disorderly failure of AIG could add to already significant levels of financial market fragility and lead to substantially higher borrowing costs, reduced household wealth, and materially weaker economic performance.

The purpose of this liquidity facility is to assist AIG in meeting its obligations as they come due. This loan will facilitate a process under which AIG will sell certain of its businesses in an orderly manner, with the least possible disruption to the overall economy.

The AIG facility has a 24-month term. Interest will accrue on the outstanding balance at a rate of three-month Libor plus 850 basis points. AIG will be permitted to draw up to $85 billion under the facility.

The interests of taxpayers are protected by key terms of the loan. The loan is collateralized by all the assets of AIG, and of its primary non-regulated subsidiaries. These assets include the stock of substantially all of the regulated subsidiaries. The loan is expected to be repaid from the proceeds of the sale of the firmâ€™s assets. The U.S. government will receive a 79.9 percent equity interest in AIG and has the right to veto the payment of dividends to common and preferred shareholders.

On Sunday Bank of America agreed to purchase Merrill Lynch for .8595 shares of BAC for each share of MER.

Investors, wary of regulatory and due diligence hurdles before the deal is finalized, largely stayed on the sidelines, leaving quite a spread between BAC and MER share prices until Monday’s close. Merrill was up about 15%, while Bank of America shares fell 20% on the day.

Bank of America, still digesting it’s $4 billion appetizer, Countrywide, seems to be at risk of overeating, at least until the full weight of Countrywide’s debt has been revealed.

The deal will be dilutive of Bank of America stock, which explains CEO Kenneth Lewis’ elation.

With bankruptcy of Lehman Brothers and the JP Morgan purchase of Bear Stearns, only Goldman Sachs and Morgan Stanley remain among the U.S. five top independent brokers.